SECTION 1 - We the residents of the community known as
Kemp Mill, Silver Spring, Maryland, do hereby organize a non-profit
citizen's association to: PROMOTE THE GENERAL WELFARE AND COMMUNITY
INTERESTS OF THE RESIDENTS OF THE COMMUNITY.

SECTION 2 - The name of this organization, hereinafter
called the Association, will be the Kemp Mill Civic Association.

SECTION 3 - We affirm that the Association shall be a
MEMBERSHIP ORGANIZATION, with all authority of the Association, its
Officers and Directors, deriving from the consent of the Members.

SECTION 4 - The geographic area of the community of Kemp
Mill, Silver Spring, Maryland is defined on the attached map.

ARTICLE 2 - Definitions

Eligible Property - Any tax-registered property located within the area
defined in Article 1, Section 4.

Household - Any Eligible Property for which dues have been paid in the
previous 12 months. A Household may only be represented by a Member.

Member - Any resident 18 years or older of any Household. For purposes
of these Bylaws, a Member may not be considered a resident of more than
one Household.

Other capitalized terms appearing herein are defined elsewhere in these
Bylaws.

ARTICLE 3 - Membership

SECTION 1 - Each Household will be entitled to ONE
vote on all matters coming before meetings of the Association, regardless
of the number of Members in that Household.

SECTION 1.1 - In order to vote, unless otherwise stated
in this Section, a Member must be physically present at the meeting.SECTION 1.2 - In the event of a dispute where multiple
Members of a Household are present and more than one demands to vote, none
of them will be allowed to vote.SECTION 1.3 - The first valid vote received on behalf of a
Household shall be considered that Household's vote. No Member shall be
permitted to vote for his or her Household after another Member of that
Household has voted.SECTION 1.4 - Any number of Members of each Household may
stand for election, be appointed to committees, or serve in other
capacities. If more than one Member of the same Household is elected to
the Executive Committee or appointed to another committee, each Member
will have a single vote on matters before that committee.

SECTION 2 - The Secretary shall make available to any
Member upon request the then-current, official list of Households (but
only by name of Member and street address), provided that (a) such list is
requested and used only in connection with the purposes set forth in
Section 2 of Article 5 or Section 7 of Article 6 of these Bylaws; (b) such
list is provided in non-electronic form; and (c) the Member requesting
such list signs an agreement, the form of which is to be determined by the
Executive Committee, that obligates that Member to comply with the
restrictions set forth in this Section.

SECTION 3 - Officers and Directors of the Association, and Committee
Chairs, may use the official list of Households only in connection with
their official duties. Such list may not be used for personal purposes or
to campaign or lobby Members on any issue or issues.

ARTICLE 4 - Financing

SECTION 1 - The membership fee will be $ 10.00 (ten
dollars) per household per year until such time as the membership, by
majority vote, shall change the fee. Such fee may be paid at any time and,
except where expressly noted in these Bylaws, shall be effective
immediately upon payment.

SECTION 2 - "Year," for purposes of this
Article 4, shall mean a period ending at the end of the twelfth (12th)
consecutive month from date of payment.

SECTION 3 - All expenditures for the Association shall be
paid by check signed by the Treasurer with the consent of the President
or, in the event of the President's unavailability, the Vice President.
The Treasurer shall ensure that the President and Vice President each has
signing authority on the Association account so that the affairs of the
Association can be conducted in the event of the absence or unavailability
of the Treasurer.

ARTICLE 5 - Meetings of the AssociationSECTION 1 - There shall be at least four (4) regularly
scheduled meetings of the Association each year, which shall be spaced no
more than four (4) months apart. Notice of each regular meeting will be
given to members by such means as approved by the Executive Committee and
will be posted in a public space within the community at least nine (9)
days before said meeting.

SECTION 2 - Special meetings may be called by the
President whenever he or she deems it necessary. It will also be his or
her duty to call a special meeting upon (1) a majority vote of the
Executive Committee; or (2) the written request of fifty (50) Households
or 20 percent of the total Households , whichever is less. Due notice of
any special meeting will consist of written notification to all Households
at least 5 days prior to the date of such a special meeting. Only that
business as is specified in the notice of the special meeting may be
entertained and acted upon at that meeting.

SECTION 3 - A quorum of the Association shall consist of
Members representing twenty (20) Households or fifteen percent (15%) of
the total number of Households, whichever is less. At each meeting the
President or designee will take appropriate measures to determine if a
quorum is present.

SECTION 4 - Meeting Agenda.SECTION 4.1 The President shall set the agenda
("Agenda") for each regularly scheduled meeting and shall
publicize that Agenda in an appropriate manner prior to the meeting. Such
Agenda shall specify whether each topic is intended for discussion only or
is intended for vote by the membership, and shall include time for
"new business."SECTION 4.2 Any vote taken at an official meeting, in
accordance with and as permitted by Robert's Rules of Order, that was not
designated for vote on the Agenda shall be subject to deferral by a
majority of the Executive Committee within seventy-two (72) hours of the
conclusion of the meeting. In the event of such deferral, the vote
deferred shall not take effect until and unless it is ratified by majority
vote of those Households voting at the next regularly scheduled meeting
(or special meeting called for that purpose). Such vote shall constitute
the first regular order of business on the Agenda for that meeting. In
addition, in the event the Executive Committee does not defer a vote
subject to this provision, for purposes of rescinding or amending such
vote only, a Special Meeting will be called upon the written request of
twenty (20) Households. Due notice of any such Special Meeting must be
provided in accordance with Section 2 of this Article.

SECTION 5 - The conduct of all meetings of the
Association shall be governed first by these Bylaws and, second, by the
then-most recent, published edition of Robert's Rules of Order.

SECTION 6 - Minutes of each official meeting of the
Association shall be posted on the Association's website and made
available to Members at the subsequent official meeting.

ARTICLE 6 - Officers and Directors

SECTION 1 - The Officers of the Association will be: a
President, a Vice President, a Secretary, and a Treasurer: all of whom
must be Members during their tenure. They will serve a term of two years.
Election for these offices will be held in odd-numbered years.
There will also be five (5) Directors of the association. Each Director is
to be elected for a two-year term. Two Directors shall be elected in
odd-numbered years and three elected in even-numbered years. Each Director
must be a Member during his or her entire tenure.

SECTION 2 - At the first regularly scheduled meeting of
each year, the President will appoint a Nominating Committee of at least
three Members. The duty of this committee shall be to present to the
membership, at the second regularly scheduled meeting (hereinafter
referred to as the election meeting), a list of all Members who have been
nominated in writing to be Officers or Directors for positions that are
due to expire that year. Such nominations must be made by at least two (2)
Members, and the nominees must have indicated in writing their willingness
to serve if elected. Nominations shall be received by the Nominating
Committee up to and including the 30th day prior to the election meeting.

SECTION 3 - The list of nominees to be presented to the
membership at the election meeting will be published and circulated to the
membership in a manner appropriate, at least ten (10) days prior to the
election meeting. Additional nominations may be made from the floor at the
election meeting. Each nomination must be made by at least two (2) Members
, and the nominee must indicate a willingness to serve if elected. In the
event no nominations are received in writing or from the floor for a
vacancy, no write-in candidates will be allowed and the vacancy will be
filled, after the end of the meeting, in accordance with Section 6 of this
Article.

SECTION 4- For purposes of the election meeting, the
President will appoint a Committee of Tellers to supervise the election
and count the ballots.
A simple majority of all votes cast for each office will be necessary for
election. In the event no candidate for any one office receives a majority
of votes cast for that office, a run-off election will be held during the
election meeting between the two (2) top vote-getters for that office.
When voting for Directors, each Household may vote for as many candidates
on the ballot as there are open Director positions. Positions will be
filled starting with the candidate receiving the most votes and continuing
until all vacant positions are filled. Where vacancies are for
different-length terms, the longest terms will be filled by the highest
vote-getters, in descending order.

SECTION 5 - Duties of the Officers:
a) The President shall preside at all meetings, appoint committee chairs
and members (except elective committees), be a member ex-officio of all
committees, and shall represent the Association in all external
communications.
b) The Vice President will stand ready at all times to assist the
President and will serve as a member ex-officio of all committees. In the
event of the absence of the President, the Vice President shall perform
the duties of President with full powers. The Vice President shall succeed
to the office of President in the event that office becomes permanently
vacant until the next regularly scheduled meeting pursuant to Section 6 of
this Article.
c) The Secretary shall keep a record of the proceedings of the
Association, file and preserve all written communications and reports of
the Association, and maintain a current roll of all officers, directors,
and the membership. Upon expiration of his or her tenure in office the
Secretary will deliver to his or her successor all such files and records
of the Association and take all steps necessary to ensure an orderly
transition.
. d) The Treasurer shall maintain an account at a local bank in the name
of the Association for deposit of all dues and other monies. Such local
bank will be designated by the Executive Committee and will be a bank
insured by the FDIC or other agency of the United States Government. The
Treasurer will maintain current records of all dues, other revenues and
disbursements and will provide the membership with an annual financial
report of the Association promptly upon the close of each calendar year.
Upon expiration of his or her tenure in office the Treasurer will deliver
to his or her successors an accounting and all records, receipts and
statements concerning monies of the Association and the Association bank
account and take all steps necessary to ensure an orderly transition.

SECTION 6
Vacancies in any Executive Committee position, except for President or
Director, will be filled temporarily by an election by majority vote of
the members of the Executive Committee. Replacements will be elected to
serve only until the vacancy is filled through election by the membership
as set forth below.
Vacancies for any Executive Committee position, including President and
Director, will be filled by vote of the membership at the first regularly
scheduled meeting occurring no fewer than thirty (30) days after such
vacancy, upon a nomination and second from the floor, and the Member so
elected will serve the remaining term of the original office-holder. The
Executive Committee shall be obligated to notify the membership in writing
of the vacancy at least fourteen (14) days in advance of the meeting, but
as quickly as practicable, and, for purposes of elections conducted
pursuant to this Section only, may accept nominations without need for the
usual formalities of written petition and Nominating Committee.

SECTION 7
Any member of the Executive Committee will be removed from office upon
either of the following events:

(1) A two-thirds vote of Households voting at an official Association
meeting called in whole or in part for that purpose; provided that such
vote is held only after presentation to the President or Vice President of
a resolution seeking such vote that is signed by fifty (50) Households.
The requested vote must take place not fewer than 30 or more than 90 days
after receipt of such resolution, and may take place pursuant to a special
meeting if so requested in the resolution. For purposes of this provision
only, all Members voting must be present at the meeting; no absentee or
proxy voting may be permitted.
(2) Submission of a petition containing signatures of Members from a
majority of the total Households of the Association. Any such petition
must be presented at an official meeting of the membership, including but
not limited to a special meeting called for that purpose, and will take
effect immediately upon its presentation. Such petition shall be granted
privileged status on any meeting agenda and shall be dealt with before any
other business. For purposes of this provision only, each signatory on the
petition must have been a Member of a Household as of the date of the most
recent, prior regularly scheduled meeting of the Association, even if the
Household's membership may have expired since that date.
Vacancies occurring due to removal from office shall be filled in the
manner specified in Section 6 above.

ARTICLE 7 - Committees

COMMITTEES

The President will appoint chairpersons of all committees that he or
she finds necessary to conduct the business or promote the welfare of the
Association or the community, and shall determine their term and purpose.
Chairpersons shall appoint members of their respective committees. Minutes
of all committee meetings shall be submitted to the President and the
Secretary, distributed to all committee members, posted on the Association
website, and made available to Members upon request.

ARTICLE 8 - Executive Committee

The Executive Committee will be composed of the four (4) Officers of
the Association plus five Directors. The Executive Committee will act for
the Association at all times between official meetings and shall be
responsible to the Association for carrying out the functions and policies
of the Association as directed by the membership. The immediate past
President of the Association shall be an ex- officio, non-voting member of
the Executive Committee. A quorum of the Executive Committee shall consist
of at least five (5) voting members of the committee, except that wherever
these Bylaws expressly require a majority of the Executive Committee to
take or approve any action, "majority" shall be deemed to
require a majority of all voting, non-vacant positions. The Executive
Committee need not meet in person, and members need not be physically
present to vote on matters before the committee. Minutes of all Executive
Committee meetings shall be posted on the Association website and made
available to Members upon request.
In the event a vacancy (or vacancies) occurs on the Executive Committee,
the remaining members shall constitute the Executive Committee and shall
be considered legitimate, whole and functioning. In such event, a quorum
shall consist of a majority of the non-vacant positions.

ARTICLE 9 - Amendments

Proposals for amendments to these Bylaws shall be signed by at least
ten (10) Members representing at least 10 Households and shall be
submitted in writing to the President. The President shall cause the
proposed amendments to be published and circulated to the membership in a
manner appropriate, within 30 days after receipt thereof. Thereafter the
proposed amendments will be read and voted upon at the next official
meeting of the Association. Proposed amendments will take effect
immediately upon approval by a two-thirds majority of the Households
voting.

ARTICLE 10 - Adoption

SECTION 1

Upon adoption by two-thirds majority of the Members voting at an
official meeting of the Association, these Bylaws shall take effect
immediately upon the election referred to in Section 2 of this Article and all prior
Constitutions and Bylaws of the Association shall be repealed.

SECTION 2
At the first regularly scheduled meeting of the Association after adoption
of these Bylaws, an election shall be held to fill all vacancies on the
Executive Committee. Elections of officers shall be for terms expiring in
2003. The top three (3) vote-getters for Director shall serve for terms
expiring in 2004. Candidates elected to the remaining available Director
positions shall serve for terms expiring in 2003.